UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
| AMPIO PHARMACEUTICALS, INC. |
(Name of Issuer)
| COMMON STOCK, PAR VALUE $0.0001 PER SHARE |
(Title of Class of Securities)
| 03209T 10 9 |
(CUSIP Number)
| December 31, 2011 |
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 03209T 10 9 |
13G | Page 2 of 5 |
| 1. |
NAMES OF REPORTING PERSONS
Michael Macaluso | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
- 2,618,484(1) - | ||||
| 6. | SHARED VOTING POWER
- 0 - | |||||
| 7. | SOLE DISPOSITIVE POWER
- 2,618,484(1) - | |||||
| 8. | SHARED DISPOSITIVE POWER
- 0 - | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,618,484(1) | |||||
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
N/A | |||||
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.8%(2) | |||||
|
12. |
TYPE OF REPORTING PERSON
IN | |||||
| (1) | Includes an aggregate of 577,379 shares of common stock issuable to Mr. Macaluso by virtue of (i) exercise of currently exercisable stock options, and (ii) exercise of warrants. |
| (2) | The percentage is calculated based on 31,081,434 shares of common stock outstanding on December 31, 2011. |
| CUSIP No. 03209T 10 9 |
13G | Page 3 of 5 |
| Item 1(a). | Name of Issuer: |
Ampio Pharmaceuticals, Inc. (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
Ampio Pharmaceuticals, Inc.
5445 DTC Parkway, Suite 925
Greenwood Village, CO 80111
| Item 2(a). | Name of Persons Filing: |
This statement is filed on behalf of Michael Macaluso, an individual.
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of the principal business office of the Reporting Person is:
5445 DTC Parkway, Suite 925
Greenwood Village, CO 80111
| Item 2(c). | Citizenship: |
United States.
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.0001 per share.
| Item 2(e). | CUSIP Number: |
03209T 10 9
| Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
| (a) |
¨ | Broker or dealer registered under Section 15 of the Act; | ||
| (b) |
¨ | Bank as defined in Section 3(a)(6) of the Act; | ||
| (c) |
¨ | Insurance company as defined in Section 3(a)(19) of the Act; | ||
| (d) |
¨ | Investment company registered under Section 8 of the Investment Company Act of 1940; | ||
| (e) |
¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||
| (f) |
¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||
| (g) |
¨ | A parent holding company or control person in accordance with §240.13d-1 (b)(1)(ii)(G); | ||
| (h) |
¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; | ||
| (i) |
¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act; | ||
| (j) |
¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | ||
| (k) |
¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
| CUSIP No. 03209T 10 9 |
13G | Page 4 of 5 |
If filing as a non-U.S. institution in accordance with §240.13(d)-1(b)(1)(ii)(J), please specify the type of institution: .
| Item 4. | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: 2,618,484 |
| (b) | Percent of class: 7.8% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: 2,618,484 |
| (ii) | Shared power to vote or to direct the vote: - 0 - |
| (iii) | Sole power to dispose or to direct the disposition of: 2,618,484 |
| (iv) | Shared power to dispose or to direct the disposition of: - 0 - |
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: February 13, 2012 | /s/ Michael Macaluso | |||||
| Michael Macaluso | ||||||